STANDARD TERMS AND CONDITIONS
Gemini Group L.L.C. is engaged in the business of developing Consumer Confidence Reports pursuant to applicable federal and state regulatory requirements, including the production, printing, and dissemination of such reports in accordance with such regulations. Gemini will provide the following services:
Gemini represents and warrants that
(i) it will perform the services described above in a timely, effective and workmanlike manner,
(ii) it has, and will have its services hereunder performed by, personnel with the skill, experience and ability to perform its obligations hereunder in the manner required, and
(iii) it owns, free and clear of the rights of others, its proprietary report building software called CCReporter™, it has the right to license that software under this agreement, and that software, if properly operated in accordance with Gemini's written instructions, can produce the required data in the proper format.
Because applicable law requires CCRs to be mailed before July 1 and to guarantee compliance, the client must:
1) submit the required information to Gemini by the "Data Deadline"; and
2) sign off on or before the “Final Proof Signoff Deadline”. Nevertheless, if a client fails to meet its deadline dates, Gemini will make a good faith, reasonable effort to marshal its resources as appropriate to enable the client to meet its July 1, deadline. If the client has a specific date at which time the CCRs must be printed and delivered, other than the stated July 1 deadline, “out-of-cycle” surcharges may apply. Gemini does not warrant or guarantee any and all services performed by the United States Postal Service.
As used here, "required information" means the output of the report building software called CCReporter™ in final draft form together with mailing list/data, special statements, articles, photos, illustrations, maps, and other text, if any, that are to be included in the final CCR. Any delay in providing all of the required information by the "Data Deadline" may extend the time required for Gemini to complete its services as set forth herein.
The client will provide Gemini with addresses of its customers in electronic files in a delimited format or a list of zip code(s) for a general resident list mailing.
Gemini is NOT responsible for submitting compliance documentation to primacy agencies on behalf of the client. The client must process the required compliance information by the stated primacy deadlines.
Gemini grants its clients a limited license for the use its proprietary report building software called CCReporter™ to produce the required data. The client nor its affiliates will modify CCReporter™, sell or rent copies of CCReporter™, or use it to process or produce CCRs for third parties, and at the completion of the services to be provided hereunder will destroy or return to Gemini all copies of CCReporter™.
Gemini and its officers, employees, agents and controlling persons (each an “Indemnified Party”) is indemnified and will be held harmless from and against any and all losses, claims, damages, expenses and liabilities, joint or several resulting from actions brought or claims made by third persons to which an Indemnified Party may become subject as a result of any actions taken or omitted, services performed or matters contemplated by or in connection with this disclosure, provided, however, that the client shall not be liable hereunder
(a) in respect of any matter for which Gemini is required to indemnify or
(b) if Gemini is in breach of any of its obligations hereunder. Expenses include, without limitation, fees and expenses of legal counsel as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any litigation, proceeding or other action. These standard terms and conditions shall be governed under the laws of the State of Massachusetts.
Because Gemini provides a compliance service and depends on accurate information from the client, no refunds or returns are accepted.